UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2012

Commission File Number: 333-176533

AEI CORE PROPERTY INCOME TRUST, INC.

(Exact name of registrant as specified in its charter)

State of Minnesota / 45-2726956
(State or other jurisdiction of
incorporation or organization) / (I.R.S. Employer
Identification No.)
30 East 7th Street, Suite 1300
St. Paul, Minnesota 55101 / (651) 227-7333
(Address of principal executive offices) / (Registrant’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o Large accelerated filer / o Accelerated filer
x Non-accelerated filer / o Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX

Page
Part I – Financial Information
Item 1. / Financial Statements (unaudited):
Balance Sheet as of March31, 2012 and December31, 2011 / 3
Statements for the Three Months ended March31, 2012 and for the
Period from Inception (June 15, 2011) to March 31, 2012:
Operations / 4
Cash Flows / 5
Changes in Shareholder’s Equity / 6
Notes to Financial Statements / 7 - 12
Item 2. / Management's Discussion and Analysis of Financial
Condition and Results of Operations / 12 - 16
Item 3. / Quantitative and Qualitative Disclosures About Market Risk / 16
Item 4. / Controls and Procedures / 16 - 17
Part II – Other Information
Item 1. / Legal Proceedings / 17
Item 1A. / Risk Factors / 17
Item 2. / Unregistered Sales of Equity Securities and Use of Proceeds / 17 - 18
Item 3. / Defaults Upon Senior Securities / 18
Item 4. / Mine Safety Disclosures / 18
Item 5. / Other Information / 18
Item 6. / Exhibits / 18
Signatures / 19


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

ASSETS

March 31, / December 31,
2012 / 2011
Current Assets:
Cash / $ / 200,769 / $ / 200,519
Prepaid Expenses / 47,742 / 0
Total Assets / $ / 248,511 / $ / 200,519

LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities:
Payable to AEI Fund Management, Inc. / $ / 74,901 / $ / 0
Income Taxes Payable / 0 / 121
Total Current Liabilities / 74,901 / 121
Shareholder’s Equity:
Common Stock, Par Value $.01 per Share,
200,000,000 Shares Authorized,
20,000 Shares Issued and Outstanding / 200 / 200
Additional Paid-in Capital / 199,800 / 199,800
Retained Earnings (Accumulated Deficit) / (26,390) / 398
Total Shareholder’s Equity / 173,610 / 200,398
Total Liabilities and Shareholder’s Equity / $ / 248,511 / $ / 200,519

The accompanying Notes to Financial Statements are an integral part of this statement.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

Three Months Ended March31, 2012 / Inception (June 15, 2011) to March 31, 2012
Revenue / $ / 0 / $ / 0
Expenses / 27,038 / 27,038
Operating Loss / (27,038) / (27,038)
Other Income – Interest Income / 250 / 769
Income Tax Expense / 0 / 121
Net Loss / $ / (26,788) / $ / (26,390)
Net Loss Per Share / $ / (1.34) / $ / (1.32)
Weighted Average Units Outstanding –
Basic and Diluted / 20,000 / 20,000

The accompanying Notes to Financial Statements are an integral part of this statement.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

Three Months Ended March31, 2012 / Inception (June 15, 2011) to March 31, 2012
Cash Flows from Operating Activities:
Net Loss / $ / (26,788) / $ / (26,390)
Adjustments to Reconcile Net Loss
To Net Cash Provided by Operating Activities:
Increase in Prepaid Expenses / (47,742) / (47,742)
Increase in Payable to
AEI Fund Management, Inc. / 74,901 / 74,901
Decrease in Income Tax Payable / (121) / 0
Total Adjustments / 27,038 / 27,159
Net Cash Provided By
Operating Activities / 250 / 769
Cash Flows from Financing Activities:
Proceeds from Issuance of Common Stock / 0 / 200,000
Net Increase (Decrease) in Cash / 250 / 200,769
Cash, beginning of period / 200,519 / 0
Cash, end of period / $ / 200,769 / $ / 200,769

The accompanying Notes to Financial Statements are an integral part of this statement.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

Common Stock
Number
of Shares / Par
Value / Additional
Paid-In
Capital / Retained
Earnings (Accumulated Deficit) / Total
Shareholder’s
Equity
Balance, December 31, 2011 / 20,000 / $ / 200 / $ / 199,800 / $ / 398 / $ / 200,398
Issuance of Common Stock / 0 / 0 / 0 / 0 / 0
Net Loss / 0 / 0 / 0 / (26,788) / (26,788)
Balance, March 31, 2012 / 20,000 / $ / 200 / $ / 199,800 / $ / (26,390) / $ / 173,610
Balance, June 15, 2011 (Inception) / 0 / $ / 0 / $ / 0 / $ / 0 / $ / 0
Issuance of Common Stock / 20,000 / 200 / 199,800 / 0 / 200,000
Net Loss / 0 / 0 / 0 / (26,390) / (26,390)
Balance, March 31, 2012 / 20,000 / $ / 200 / $ / 199,800 / $ / (26,390) / $ / 173,610

The accompanying Notes to Financial Statements are an integral part of this statement.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(1) The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant's latest annual report included in Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 filed on April 16, 2012.

(2) Organization –

AEI Core Property Income Trust, Inc. (the “Company”) was formed on June15, 2011 and is a Minnesota corporation that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. AEI Trust Advisors, Inc. (“ATA”), will be responsible for the Company’s day-to-day operations under an advisory agreement approved by the Company’s Board of Directors. On July 15, 2011, the Company sold 20,000 shares of common stock, at $10.00 per share, to AEI Capital Corporation, the parent company of ATA.

On January 23, 2012, pursuant to a registration statement filed on Form S-11 with the Securities and Exchange Commission, the Company commenced a public offering (the “Offering”) of $298.5million in shares of common stock. A maximum of $270million in shares of common stock may be sold to the public at a price of $10.00 per share. In addition, the Company registered an additional $28.5million in shares of common stock that is available only to shareholders who elect to participate in the Company’s distribution reinvestment plan under which shareholders may elect to have their distributions reinvested in additional shares of the Company’s common stock at $9.50 per share during the Offering.

The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a portfolio of debt-free, net leased, single tenant, income-producing commercial properties, primarily in the retail, office, medical, and service sectors.

The Company is in the development stage and has not begun its planned operations. There were no real estate transactions from June15, 2011 to March31, 2012.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(3) Summary of Significant Accounting Policies –

Financial Statement Presentation

The accounts of the Company are maintained on the accrual basis of accounting for both federal income tax purposes and financial reporting purposes.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

Organization and Offering Expenses

The Company’s advisor and its affiliates fund all of the organization and offering expenses on the Company’s behalf and may be reimbursed for such costs subject to certain limits. These costs are not included in the balance sheet of the Company because such costs are not a liability of the Company until subscriptions for the minimum number of shares of common stock are received and accepted by the Company. When recorded by the Company, organization costs will be expensed as incurred and offering costs will be recorded as a reduction of capital in excess of par value. As of March31, 2012 and December31, 2011, ATA had incurred approximately $800,000 and $532,000, respectively, of costs related to the organization of the Company and the Offering. Subsequent to March31, 2012, ATA incurred approximately $70,000 of additional costs related to the Offering.

Related Party Transactions and Agreements

The Company has entered into agreements with ATA and its affiliates, whereby the Company will pay certain fees to, or reimburse certain expenses of, ATA or its affiliates such as acquisition expenses, organization and offering expenses, selling commissions, dealer manager fees, asset management fees and expenses, and reimbursement of certain operating costs.See Note 5 for a further explanation of the various related-party transactions, agreements and fees.


AEI CORE PROPERTY INCOME TRUST, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Continued)

(3) Summary of Significant Accounting Policies – (Continued)

Income Taxes

The Company intends to make an election to be taxed as a REIT under Sections856 through 860 of the Internal Revenue Code commencing with its taxable year ending December 31 for the year in which the escrow period concludes. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. In general, no recognition has been given to income taxes in the accompanying balance sheet. As of December31, 2011, the Company had not qualified for taxation as a REIT so an income tax provision was provided based on the estimated statutory tax rate. As of March31, 2012, the Company is in a net loss position, but has not provided for an income tax benefit provision as it has recorded a valuation allowance against any net deferred tax asset.

Investments in Real Estate

Upon acquisition of real properties, the Company will record them in the financial statements at cost (not including acquisition expenses). The purchase price will be allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.